SEC Form 5 · accession 0000046619-16-000155

HEICO CORP · HEI, HEI.A

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Eric A Mendelson

Officer — Co-President · Director

Period of report

Oct 31, 2016

Accepted (ET)

Dec 12, 2016 · 6:14 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000046619

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F2	Dec 22, 2015	G	7,600	$0.00	D	135,515	I	Owned by Corporation
Common Stock	holding	—	—		—	294,759	D
Class A Common Stock	holding	—	—		—	175,109	D
Common Stock	holding	—	—		—	7,797	I	By Keogh Account
Class A Common Stock	holding	—	—		—	5,161	I	By Keogh Account
Common Stock^F1	holding	—	—		—	146,332	I	By Trusts
Common Stock^F3	holding	—	—		—	201,072	I	Owned by Partnership
Common Stock	holding	—	—		—	2,316	I	As custodian for minor children
Class A Common Stock	holding	—	—		—	2,667	I	As custodian for minor children
Common Stock^F4	holding	—	—		—	56,502	I	By 401(k)
Class A Common Stock^F4	holding	—	—		—	53,690	I	By 401(k)
Class A Common Stock^F5	holding	—	—		—	3,594	I	By 409A Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option (Right to purchase Common Stock)^F6	$16.1751	holding	—	—	—	—	Sep 14, 2019	Common Stock	244,141	244,141	D
Option (Right to purchase Common Stock)^F7	$21.4426	holding	—	—	—	—	Sep 13, 2020	Common Stock	195,313	195,313	D
Option (Right to purchase Common Stock)^F8	$31.1232	holding	—	—	—	—	Sep 12, 2021	Common Stock	156,250	156,250	D
Option (Right to purchase Common Stock)^F9	$41.816	holding	—	—	—	—	Jun 10, 2023	Common Stock	62,500	62,500	D
Option (Right to purchase Common Stock)^F10	$57.95	holding	—	—	—	—	Jun 8, 2025	Common Stock	50,000	50,000	D
Option (Right to purchase Common Stock)^F10	$48.73	holding	—	—	—	—	Dec 14, 2025	Common Stock	50,000	50,000	D
Option (Right to purchase Class A Common Stock)^F11	$30.176	holding	—	—	—	—	Jun 10, 2023	Class A Common Stock	62,500	62,500	D

Explanation of responses

F1Represents shares gifted by the Reporting Person to trusts for the benefit of the Reporting Person's immediate family members and whose Trustee is the Reporting Person.
F10These Options become exercisable 20% per year over five years from the date of Grant.
F11The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 62,500 shares of Class A Common Stock at an exercise price of $30.1760 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on June 10, 2023.
F2Represents shares owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Victor Mendelson, the brother of the Reporting Person.
F3Represents shares owned by EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.
F4Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated October 31, 2016
F5Represents shares held for the Reporting Person by the HEICO Leadership Compensation Plan (409A Plan).
F6The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 244,141 shares of Common Stock at an exercise price of $16.1751 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on September 14, 2019.
F7The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 195,313 shares of Common Stock at an exercise price of $21.4426 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on September 13, 2020.
F8The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 156,250 shares of Common Stock at an exercise price of $31.1232 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on September 12, 2021.
F9The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 62,500 shares of Common Stock at an exercise price of $41.8160 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on June 10, 2023.